G.R. No. 122174, 3 October 2002
Respondent Refractories Corporation of the Philippines (RCP) is a corporation duly organized on October 13, 1976. On June 22, 1977, it registered its corporate and business name with the Bureau of Domestic Trade.Petitioner IRCP was incorporated on August 23, 1979 originally under the name “Synclaire Manufacturing Corporation”. It amended its Articles of Incorporation on August 23, 1985 to change its corporate name to “Industrial Refractories Corp. of the Philippines”.
Both companies are the only local suppliers of monolithic gunning mix.
Respondent RCP then filed a petition with the Securities and Exchange Commission to compel petitioner IRCP to change its corporate name. The SEC rendered judgment in favor of respondent RCP.
Petitioner appealed to the SEC En Banc. The SEC En Banc modified the appealed decision and the petitioner was ordered to delete or drop from its corporate name only the word “Refractories”. Petitioner IRCP filed a petition for review on certiorari to the Court of Appeals and the appellate court upheld the jurisdiction of the SEC over the case and ruled that the corporate names of petitioner IRCP and respondent RCP are confusingly or deceptively similar, and that respondent RCP has established its prior right to use the word “Refractories” as its corporate name.
Are corporate names Refractories Corporation of the Philippines (RCP) and “Industrial Refractories Corp. of the Philippines” confusingly and deceptively similar?
Yes, the petitioner and respondent RCP’s corporate names are confusingly and deceptively similar.
Further, Section 18 of the Corporation Code expressly prohibits the use of a corporate name which is “identical or deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law or is patently deceptive, confusing or contrary to existing laws”. The policy behind said prohibition is to avoid fraud upon the public that will have occasion to deal with the entity concerned, the evasion of legal obligations and duties, and the reduction of difficulties of administration and supervision over corporation.
The Supreme Court denied the petition for review on certiorari due for lack of merit.
*Case Digest by Bryne Angelo M. Brillantes, JD-IV, Andres Bonifacio Law School, SY 2019-2020